For The First Time
by BFCAS
Summary: Chloe was Max's first everything- best friend, crush, heartbreak and kiss. Not that Max would want it any other way. Chloe is determined to be the best first everything she can be. (Aka Pricefield first time, now with added unnecessary smut.)


WARNING: What follows is a way too long, way too smutty ramble of nonsense. It could be a third of the length but I'm a stickler for adding waaaay too much detail. So avert your eyes if you don't want to see or check out my other, tamer fics.

This is a late entry for day five of Pricefield Week but I was too ambitious and tried to write it in one day. 11500 words later and it turns out that's pretty tricky, plus I wanted to get it right.

I'll stop rambling. If you want to check out my tumblr over at bfcas00 then sweet. If not, then enjoy this smutty nonsense.

...

If you'd have told a pre-teen Chloe Price what the future would hold, she wouldn't have believed you. Drug habits, Arcadia Bay conspiracies, gunfights, people she loved dying- she had experienced so much crazy shit and she was only 20.

The craziest thing, in her mind, was how after all those years, Max Caulfield fit into her life now. She always knew that Max would be by her side; they were best friends forever. But had you told a 12 year old Chloe Price that her dorky best friend would return after a five year absence, save her life multiple times, solve an insane mystery, prevent a killer tornado from wiping out Arcadia Bay and then confess her long felt love over pancakes and coffee, she would point blank to refuse that anything that insane would happen.

But here she was, 20 years old and lying in bed with the very same dorky best friend, soft music playing from her stereo and the two of them playing their old Nintendo DS' together. Max was lying on the bed with her head on the pillows, Chloe's head resting on her stomach as she sprawled carelessly on her double bedspread. Chloe tried her best to ignore the way Max fussed over her hair absentmindedly, focusing her efforts on her Pokemon battle; she really needed this gym badge if she wanted to win bragging rights over Max.

Moments like this, where they were quiet and content in each other's company, were Chloe's favourites. Sure, she loved their roadtrips they'd take and going to shows in Portland with her, but just sitting quietly in a peaceful evening lull felt like the most exciting thing.

"Oh man, this Mismagius only has 20hp left and then the gym badge is all mine." She grinned up at Max, who rolled her eyes as she stroked her fingers through Chloe's hair. "Feeling threatened, Caulfield?"

"Oh please," Max responded, returning her attention to her villager on Animal Crossing. "Catch all 170 in leaf green and we'll talk."

Chloe chuckled, choosing her final move and throwing a fist in the air with a whoop of delight when the gym leader was defeated. She sat up, thrusting the console in Max's face with a grin.

"Hearthome City is mine! I am, officially and categorically, the Pokemon master." She grinned, clambering atop Max when the younger girl didn't acknowledge her victory. "Say it! Say I'm the Pokemon master!"

"Absolutely not. Pearl isn't even original generation." Max shook her head. Chloe rolled her eyes and plucked Max's white DS from her hand, prompting an annoyed huff from her. Whatever scolding Chloe was about to receive was squashed as she leant down to kiss Max, not able to resist the perfectly presented opportunity before her.

"This doesn't mean I agree with you." Max said, her hands pushing Chloe back a little. Chloe placed a finger on her lips, shushing her playfully before leaning down to press her lips to Max's again.

Max responded instantly, wrapping her arms around Chloe's neck as their mouths moved together. Chloe propped herself up on one arm, the hand of the other coming to rest gently on Max's waist. The mixtape that Max had made her of hipster acoustic music played out quietly as they kissed and Chloe felt so content.

Kissing Max was always nice but when it was just the two of them in the quiet of the night, Chloe could spend hours just losing herself in every sense in Max. Feeling her, smelling her, tasting her, she would never tire of it.

She just wished she could experience it all; it had been nearly five months and they still hadn't moved past making out and maybe a little fumbled grab in the dark by accident. Whenever it showed signs of moving past that, Max would always get too nervous and back down, asking to cuddle or excusing herself to the bathroom. No matter how frustrating it was, Chloe would always let her, happy to let the younger girl have it on her own terms if it meant she would feel comfortable and safe with her.

It just meant that Chloe had learnt the sanctity and practice of the tactical jack off, a skill she had honed to a fine art over the last three months.

Even if they weren't having sex, or anything near that, kissing Max was still pretty great. As Chloe hovered above her, kissing her delicately and enjoying the feel of Max's hands moving down her back, she realised she'd be perfectly content like this forever, if that's what Max wanted.

As she focused on softly biting Max's top lip, Chloe felt Max's hand land at the edge of her t-shirt, the fabric lifting where Chloe was stretched out above her. To Chloe's surprise, the younger girl's hand edged its way underneath the shirt to rest upon her bare waist. Chloe held her breath as she waited for Max to shoot back like she'd been electrocuted and ask to watch a movie instead but it never came, Max's fingers beginning to draw nonsensical patterns across bare skin.

Just the feel of it made Chloe shudder and let out the breath she was holding in a heavy sigh of contentment as she swiped her tongue along Max's bottom lip. She decided she would just enjoy it whilst Max was into it, knowing she would stop as and when Max said so.

As their tongues brushed, however, Chloe accidentally got a little carried away and her hand, of its own accord, slid its way up Max's leg as they kissed deeply. As she reached Max's upper thigh, she felt her breath hitch and so stopped her hand's journey dead in its tracks. However, after a moment of pause, Max was kissing her with more fervour than before, her teeth clumsily catching Chloe's top lip in a sharp nip.

The sharp sudden zing of pain ran through Chloe like a bolt of electricity and before she could stop it, an involuntary moan spilt from her lips. She tried to muffle the tail end of it by dropping her head to Max's neck, beginning a messy attack with her mouth on the sensitive skin there.

Instantly, Max's hands flew up. One grabbing onto Chloe's shoulder and the other gripping onto a handful of hair, the slight tug on it doing nothing except spur Chloe on. She ran a stripe along the side of Max's neck with her tongue, moving up to catch Max's earlobe between her teeth to tug it softly.

"You okay?" She murmured in Max's ear, wanting to check. Max nodded, a breathy noise of confirmation escaping her lips. It sounded like music to Chloe's ears and instantly she wanted to hear every note possible.

Just as she was about to try and see what other pitches she could get out of her, Chloe was taken by surprise as Max used the hand tangled in her hair to pull Chloe up and capture her lips in a kiss that was both unhurried and the most passionate kiss Chloe had ever had. It stole what little breath Chloe had away and threw it to the wind, leaving her completely reliant on Max for air.

She didn't even have the chance to recover before she felt her entire body light up at the feel of Max's hand resting on her waist again. Except this time, it didn't stop at her waist. Chloe's heart thudded, the beats getting harder with every inch higher Max's hand climbed until it threatened to burst out of her chest as Max's hand settled just underneath the start of her bra.

Despite the placement of Max's hand and the fact that she was still kissing her with all the passion in the world, Chloe couldn't believe it was happening. She daren't even breathe too quickly lest she scare Max away.

Instead, she kissed her gently and tried her absolute hardest to mask the sigh of content as Max's nervous hand moved up just enough to brush her fingertips across the swell of her breast. Even though it was the most delicate of touches and it was through her bra and shirt, Chloe still felt like Max's hands were made of hot coals, the touch burning hot against her.

A long while passed and Max's hand did not move, instead staying frozen still. Chloe pulled back, just a little, to see a thoroughly flushed Max Caulfield look back at her with a nervous gaze. It was the look Max always had when she was unsure of something and Chloe realised she was waiting for some kind of indication that she was doing it right. Always a firm believer in show not tell, Chloe covered Max's hand with her own and squeezed herself through her shirt, just about holding in the groan that threatened to spill out by biting her lip. Just as her teeth released her lip, Max leant forward to catch her lips in a kiss which Chloe enthusiastically returned.

Feeling a bit weird just holding her own boob, Chloe dropped her hand to Max's hip and was more than pleasantly surprised when Max continued her motions, kneading her through her shirt and driving her crazier with each kiss. She almost audibly cried out when Max ceased her movements a few minutes later, preparing herself to pull away from Max where she had enough action for one night.

What she didn't expect was for Max to slide her hand under her shirt once again, this time daring her hand higher. It got caught in the fabric where Chloe was lying on it and so Chloe had to sit up on her knees a little in order to pull it loose. She worried that now she had put some space between them, she had created a sobering moment in which Max would freak but her fears were stopped at the feel of Max running her palm flat along Chloe's ribs before gently tugging Chloe down to kiss her with more tongue and teeth than ever before.

The intensity of it threw Chloe off a bit, not expecting Max to be this calm at this point. But she was taught never to look a gift horse in the mouth and went along with it, letting out a sigh at the feel of Max's nails scratching up her side as her hand moved.

Seeing how eager Max was, Chloe decided to take a calculated risk and knelt up fully to pull her shirt over her head, throwing it behind her into the dark of the room. For a brief moment, she tried to remember if she'd locked her bedroom door, knowing that the last thing she wanted was for her Mom or, _shudder_, David to walk in. Her train of thought was derailed by the feeling of warm fingertips landing on her leg.

The music changed to a plucked guitar riff as Chloe looked down at Max, who stared back up at her with flushed red cheeks and messy hair. Chloe couldn't help but smile at her, her heart warming as Max smiled back before reaching a hand up to run across newly exposed skin, her fingers tracing lines of fire over Chloe's pale skin.

"You're beautiful." Max all but whispered, her words nearly lost to the swirling instrumentation on the stereo. Chloe rolled her eyes, trying to disguise the blush that Max's cheesy comment had elicited.

"Look who's talking." Chloe retorted, leaning back down to kiss Max soundly. She dropped her hand to Max's waist, slipping underneath her shirt to grip onto her bare skin as they began to kiss as fervently as before. Did she mention she'd never get tired of kissing Max? Ever.

As their tongues met, Chloe edged her hand higher, dragging painfully slow up Max's side, the fabric of Max's shirt bunching as she went. Finally, after what seemed like miles, Chloe's fingers met with the bottom of Max's bra and she pulled away just enough to release her lips from Max's.

"Can I…?" She asked as traced a finger across the sensitive skin just under Max's bra, waiting patiently for the answer. There's a long moment of silence where Max doesn't answer and it reminds Chloe just how nervous Max gets. She moves her hand away, pressing a fleeting kiss to Max's cheek. "I don't have to, it's okay."

"No, no, I want you to." Max hurried, grabbing Chloe's wrist with a hand that was not quite confident enough to copy Chloe's motions from earlier but was enough to show Chloe what she wanted. "Sorry, I'm trying not to be a total dweeb."

Chloe sighed in relief and then chuckled, her hand moving the last few inches to firmly cup Max's breast, her hand instantly working with confidence and drawing a broken whimper from her lips.

"You're fine. Luckily for you, dweebs totally turn me on." Chloe joked before kissing Max's neck, making her let out a stuttered sigh of pleasure. Max twisted her hand in blue hair as Chloe's tongue worked across her smooth skin. Chloe continued to knead at soft flesh, loving how certain pressures could draw certain squeaks of pleasure from the small brunette.

As she tasted, heard and felt Max, more than ever before, Chloe was certain she must've died and gone to heaven because holy fuck this was amazing.

She realised she hadn't reached heaven quite just yet when Max turned her head slightly and murmured, "You can take my shirt off. If you want."

Chloe tried to contain her excitement as she leant back, looking down at Max who smiled back sheepishly. She nodded, hoping her enthusiasm wasn't obvious, as she was going for cool, calm and collected. That didn't stop her hands skittering with excitement as they gripped the hem of Max's shirt.

Max sat up a little, blushing as Chloe removed her shirt slowly. Chloe swallowed her excitement down, instead focusing on drinking in every bit of freckled skin that was revealed. Chloe had to fight all her instincts to dive forward and trace every constellation of freckles with her tongue, instead lowering the pair of them gently back to lie down and kissing Max once before sitting up again.

She ran her hands slowly over Max's skin, feeling the jut of each individual rib when Max breathed in as well as the smoothness of the younger girls skin. Her hands moved up, ghosting over her chest to land at her collarbones, her fingers tracing the defined bones.

"Holy shit, you're so fucking beautiful," Chloe said, wonderment lacing every word. "How did I get so lucky?"

"Shut up." Max grumbled, batting Chloe's hands away in embarrassment. Chloe ignored her protests, moving her hands down to trace the outline of Max's white bra, wanting nothing more than to take it off.

"I'll only shut up if you make me." She smirked, surprised when Max used the hand on her waist to softly pull her back down. Chloe let out a gasp of pleasure at the feel of bare skin meeting bare skin in places it never had before and heard Max do the same, shuddering when she felt Max's hands running along her shoulder blades.

Chloe kissed her, swallowing the moan that escaped Max when she returned her hand to her chest. The warmth of Max's shirtless body stoked a fire that had been crackling embers for a while and Chloe shuffled forward to attach her teeth to Max's neck whilst moving her thigh up to press between Max's legs.

She felt soft flesh over cotton fabric, her fingers moving in a calculated rhythm to draw as many reactions from the brunette as possible. She revelled in each skittered gasp, every time nails dug into her shoulder and took particular pride at the breathy moan that escaped Max before she threw a hand over her mouth to cover it, her face quickly turning red.

Chloe had laughed and leaned in to kiss her cheek, making sure to press up into Max with a subtle roll of her hips. From behind her hand, Max moaned again, the sound muffled against her skin. Chloe wanted to hear it uncensored, already knowing it was her new favourite sound. She lifted her hand away from Max's chest and gently pried her hand from her face, leaning down to kiss newly uncovered lips as she placed Max's hand on her own breast once again.

The kissing between them turned hungry in a matter of moments when Max dragged her palm across black fabric, the friction of it making Chloe roll her hips involuntarily into her again. It was hot and heavy and a little bit messy and it took every single iota of Chloe's self-control to not tear away Max's clothes and see what other noises she could get her to make. Max made it pretty difficult though, her fingers trailing up to push Chloe's bra strap to the side before tracing where it had been. The touch made Chloe shiver.

"Jesus Max," Chloe huffed out, the words trailing off in a heavy breath as Max slid her hand down Chloe's arm, taking the thin black strap with it. The electric shocks that came with it were unlike anything Chloe had ever felt and as Max hesitated, her fingers just resting underneath the cup of the bra where she had pulled it loose, Chloe's self-restraint broke a little.

"Just take it off." Chloe rushed, wanting nothing more than to feel Max's hands on her bare skin. Max looked up at her with wide doe eyes and Chloe kicked herself, remembering she had to be careful with the anxious girl. "Please. If you want to." She corrected, hoping that she hadn't pulled the brakes on the train. Her hopes were granted when Max nodded, the semblance of a soft, nervous smile playing upon her swollen lips.

Chloe closed the gap between them, capturing Max's lips in a tender kiss. She tried to keep it gentle but it was made increasingly harder as she felt Max's hands smooth their way up her back until they met at the band of her bra at the back. She took in a breath as Max's fingers ran underneath it, nipping at Max's lower lip as her hands began to fumble with the clasp.

Fumble was kind, as Max was positively scrabbling with the simple clasp. Chloe couldn't help but laugh lowly into Max's shoulder as Max huffed with frustration.

"Shut up!" Max grumbled, pinging the elastic against Chloe's back, making her laugh again.

"Dude, you wear bras. How can you not undo one?" Chloe teased, pressing sloppy kisses to Max's warm neck to prevent any more laughter from spilling out. Max sighed frustratedly.

"Well, I can't when you're…" She let out a gasp as Chloe grazed her teeth across her pulse point. "When you're doing that." She finished, a newfound urgency in her attempts to undo Chloe's bra. Chloe continued to kiss her neck, enjoying the annoyed grumbling mixed with pleasurable breaths that Max let out.

"Is this the second Gordian knot? Holy shit." Max huffed, craning her head to peek over Chloe's shoulder. Chloe let out a laugh at that; Max was a nerd even when she was taking off a girl's bra. Figures.

"Why don't you cut it with your sword?" Chloe replied. What? She was as much of a nerd, she just did a better job of not showing it. Her next sarcastic comment died in her throat as she finally felt the clasp spring apart. Max let out a triumphant "Ah-hah!", making Chloe laugh again.

The laugh stopped short as Max's hands quickly came round to grab both of her breasts in a bold move that knocked Chloe for six. The feel of Max's warm hands touching her with no barriers for the first time made her let out a low pitched moan, her forehead coming to rest on Max's as she breathed heavy.

"Sorry," Max stuttered. "I got too excited, I didn't think-" She began, the trademark beginnings of a Max Caulfield nervous ramble. Chloe felt her lift her hands away and before she could stop herself, Chloe covered Max's left hand and returned it to where it was.

"You're good," Chloe husked, trying to make her brain work past just focusing on Max's calloused fingertips pressing into her skin. "You're _so _good." She confirmed, leaning down to kiss Max with so much passion, she felt Max jump in surprise. The younger girl quickly settled into the rhythm, even beginning to move her hand in an exploratory manner across sensitive skin. Chloe moaned into her mouth with each pinch or squeeze, deciding that if she died right now, she would die the happiest she'd ever been.

Chloe sat up, leaving a dazed Max lying there, as she shook her now useless bra from her shoulders and tossed it carelessly behind her. She went to lean back down but was stopped by Max's hands on her stomach. Max was staring at her with such intensity that even she, confident and cocky as ever, felt like blushing. She watched Max's eyes move slowly across her form and swallowed nervously as they settled on newly exposed skin.

"I love you." Max said and even though they'd said it thousands of times before, this time hit so differently. Chloe smiled down at her, as Max ran her hand over the soft skin of her stomach, travelling upwards to trace a line straight up the middle of her chest until she couldn't reach any further.

Chloe lay back down, this time beside Max, slinging an arm over her waist to pull her close. Their lips met again as Max's hand lazily travelled back up to resume its motions upon Chloe's bare chest. Chloe sighed happily into Max's mouth as the girl swiped a thumb across a sensitive peak, her own hand running along Max's body, memorising every dip and curve. It was lazy and gentle, like they had all the time in the world. The soft music spilt from the speakers in the corner, hopefully covering any noise they may have been making because, shit, Chloe forgot she did not live alone in this house. The string lights across her room and small lamp by her bed provided the light, of which there was just enough for them to see each other. It was like it was just the two of them in the whole world and Chloe thought it may as well have been as Max trailed a line of kisses from Chloe's lips to the underside of her chin before beginning to kiss the sensitive skin of her neck.

Max's lips moved slowly and tentatively across her neck, chaste and tame compared to the onslaught of teeth and tongue that Chloe would use. It was still enough to make Chloe shudder as Max pressed her lips to a particularly sensitive spot just below her pulse point.

"There was nice." Chloe told her, her hand smoothing across the denim of Max's jeans until her fingers rested on the back pockets of them. Max repeated the motion, pressing another chaste kiss to the spot, once again fanning the steadily growing embers of Chloe's arousal. "Yeah, that's good."

The affirmation seemed to provide Max with newly instilled confidence, as she leant forward, this time swiping her tongue across the spot before kissing her neck again. Chloe took a sharp intake of breath, not quite ready for the sharp pang of arousal it would send through her and her hand involuntarily grabbed at Max's ass, squeezing and pulling the girl closer to her.

Max breathed heavy against her neck, her lips continuing their task of lighting a fire inside Chloe, the flames of which came out in soft pants in Max's tousled hair. Chloe continued to grab Max's ass, shuffling her thigh back to its place between Max's legs, prompting Max to moan loudly into the skin of her neck. Chloe paused, almost definite that the sound was a positive one but thought to check, considering this was way further than they'd ever gotten before and was unchartered territory for the young photographer.

"Hey, are you okay?" Chloe asked, her voice low and slightly gravelly. Max moved back and looked up at her, her eyes flitting between her eyes and her lips as she nodded.

"I'm good." She said, nervously licking her lips, making Chloe stare at her mouth. "Am I… Are you okay?" She asked, her nervousness peeking through the words. Chloe kissed her soundly.

"I'm fucking A plus fantastic, Maxers." She smiled, running her hand along Max's spine, enjoying how Max shivered at the contact. "Do you want to stop?" Chloe asked, wanting to make sure that Max knew that they could. She couldn't contain the grin when Max shook her head.

"No, it's… It's really nice." Max blushed, her hand leaving Chloe's chest to tuck a stray strand of wild blue hair back behind her ear.

"Oh, baby, it can be a whole lot nicer." She smirked, running her fingers under the band of Max's bra. Max chuckled at her, leaning up to kiss the smirk off her face. Chloe accepted it, her hand lazily travelling back down to Max's butt once again. "Just tell me if you wanna stop, okay?" Chloe murmured against Max's lips, waiting for Max to nod before kissing her again.

After a few long moments of gentle kissing, Max ran a hand through the back of Chloe's hair, her fingers twisting into blue strands and pulling gently as Chloe edged her tongue into her mouth, prompting Chloe to moan and shift her thigh so it pressed more firmly between Max's legs. Max's hand tightened its grip in blue hair and Chloe responded by grabbing Max's ass and pulling her in, making sure the firm muscle of her upper leg was still snugly between the apex of Max's thighs. Max moaned again, the vibrations of it tickling Chloe's lips as they kissed. It was the best noise Chloe had ever heard and now she knew how it elicit it, she didn't plan on stopping.

Chloe let go of Max and pushed herself up, gently shoving Max to the mattress. Before Max could question it, Chloe pressed her thigh between her legs and began a sloppy onslaught of kisses to her neck as she rolled her hips rhythmically into Max's. As predicted, Max let out a high-pitched stuttering moan as she grabbed onto Chloe's back, her nails digging in slightly where she held on so tightly. Chloe let a moan of her own spill into Max's shoulder, her hips motions slowing as she felt Max's own hips begin to move of their own accord.

Almost as soon as they started, Max stopped and Chloe could tell it was because she was embarrassed by the mumbled apology that she just about heard in her ear. Chloe didn't stop, just grabbing Max's ass and encouraging her to move again with a purposeful squeeze.

"Max, you can move, it's okay." Chloe reassured her, the words murmured into Max's ear before she ran her tongue along the shell of it.

"Are you sure? I don't want to just-" Max asked, her fingers drawing swirling patterns across Chloe's chest with nerves.

"Yes. I'm sure." Chloe nodded, trying not to sound impatient but the way Max's fingers danced across her sternum was driving her crazy. "God, you don't even know what you're doing to me." She groaned as Max's fingertips traced an invisible pattern across sensitive dusty pink skin. Her arms threatened to give out and her hips couldn't help the way they jutted forward at the contact.

"Don't I?" Max said, a shy smirk on her face that Chloe couldn't help but laugh in disbelief at. She shook her head.

"You're pure evil, Max Caulfield." She said before diving in to kiss her, very much trying to keep a level head as Max pinched her gently. She rocked her hips into Max's, delighted to find that Max moved hers too. God, it was all too much and Chloe needed something more before exploded.

Of its own accord, Chloe's hand moved across the scratchy denim of Max's jeans, clutching at belt loops and pockets whenever Max would pinch or squeeze at her just right. Her hand moved with a jolt when Max sank her teeth into her bottom lip before swathing the sting with her tongue. Without thinking, it flew to Max's belt buckle and she only just about stopped herself from tearing it open and diving straight in. She wanted to so badly but knew that she had to tread with caution here.

"Max, can-"

"Yes. Please." Max interrupted her, her chest heaving with excited breaths. Chloe licked her lips, suddenly feeling very nervous because holy shit this was Max Caulfield trusting her completely and oh god she just wanted to be the absolute best and she loved her so much and she wasn't sure if she'd ever be prepared to see what she'd always dreamt about in person.

"Chloe?" Max asked, drawing Chloe out of her internal freakout. Chloe looked down, her nerves instantly settled as she saw Max staring concerningly up at her. She was so beautiful, Chloe thought as a smile involuntarily grew on her face. And even if she made Chloe so nervous she could vomit, she was still just Max. Her best friend since Pre-K. Her pirate first mate. And Max would never judge her or be disappointed. It filled her with a warming comfort that Max always managed to fill her with and she relaxed, leaning down to kiss her.

With careful hands, Chloe undid the buckle and let it fall apart. She moved her fingers along the waist of Max's now loose jeans, feeling the top of her underwear but not daring to move any further in case it was too much too quick. She felt Max's intake of breath at the sensation, repeating it over as Max moved her hips slightly. Her fingers itched to creep underneath the waistband and really make Max moan but settled for just this for the time being.

"Can, um…" Max started, breathing heavy against Chloe's lips. Chloe stilled her movements, preparing herself for Max to ask to stop. She understood, of course, but it didn't mean that she wasn't a little disappointed. Max pressed a quick kiss to Chloe's lips. "Can you take them off?"

The question took Chloe by surprise. So much so, that she didn't even respond, instead just tried to process it as she stared blankly at her girlfriend, her hand still half in her jeans. Then a small voice shouted at her to move and she was leaning forward to kiss Max.

"God, yes." She said, desperation tainting both syllables but she didn't care. "But are you sure? You don't have to do anything you don't want." Chloe reminded her. Max nodded.

"I know. But I want to." She affirmed. "If you wanted to?"

"More than anything, yes, uh huh, please." Chloe rambled, her hand already moving to undo the fastening on Max's jeans, smiling smugly at the small jolt of Max's hips as she did. She leant down to capture Max's lips in a slow and almost filthy kiss that was all tongue and teeth as she slowly dragged the zipper of the jeans down, mainly for her own self-control so she wouldn't just blunder straight in and scare Max.

She stood up, not factoring in just how weak her legs were after Max had used up so much of her oxygen. She moved to the foot of the bed and playfully pulled Max so her feet were at the end of the mattress. She pulled her sock off as Max propped herself up on her elbows.

"You're really… Really hot when you do that." She said, making Chloe look at her in confusion.

"Do what? Take your socks off? Didn't know that was your thing." She teased, starting to try and pull Max's other sock off. It didn't fancy it clearly, as Chloe pulled it harder.

"No," Max said, watching Chloe pull with all her might. "When you pull me around. I always forget how damn strong you are. I mean, unless it's a sock." Max joked just as Chloe pulled the sock off her foot with a final tug, instantly throwing it angrily to the side of the bed towards her desk, annoyed with the grief it had caused.

"I'm the strongest, dude." Chloe bragged, bringing her arms up to flex her (okay, pretty damn skinny) biceps. Max stared, mouth all but open at the sight, making Chloe laugh. "See something you like?"

Max nodded.

"My very hot and very naked girlfriend for one." Max explained, moving to sit on the edge of the bed before holding her arms out. Chloe moved to stand in them without even thinking, Max's arms always being the place she would go without question. She wrapped her arms around her.

"I'm not naked. I've still got pants on." Chloe chuckled, pressing a kiss to the top of Max's hair as the girl hugged her, her head resting on Chloe's stomach.

"Maybe we should change that." Max said, the words spoken against Chloe's skin where she didn't look Chloe in the eye when she said them. She did look up at her after they had been spoken though, a hopeful yet nervous look in her eye.

"Woah, I thought we were taking your pants off here?" Chloe joked, running a hand through Max's messy hair as she smiled down at her. Max shrugged.

"We were. But now I definitely think we should take _yours _off."

Chloe laughed, leaning down to kiss Max, lulling her into a false sense of security before she shoved her playfully back down onto the mattress. Max laughed, the sound filling Chloe's ears with beautiful music. She pulled her socks from her feet, hopping around the room as she went, enjoying the laughter it inspired from her girlfriend.

She dropped the odd socks unceremoniously to the floor beside her, not hesitating to undo her jeans and wiggle them past her hips. Max watched her intently and Chloe couldn't help but feel nervous as her pants pooled at her feet and she stepped out of them, leaving her stood in nothing but her underwear.

She saw Max take a head-to-toe look at her but didn't give her the opportunity to look for too long, instead moving forward to tug at Max's jeans. Max lifted her hips, dropping them once Chloe had pulled them down to her knees. With a melodramatic pull, Chloe had them off her and tossed them carelessly in a pile somewhere on the floor. She tried her hardest not to stare like Max had, despite so much newly exposed skin to look at, knowing that Max and self-esteem was a tricky relationship.

Choosing to distract herself before she stared, Chloe clambered back onto the bed and moved back to hover over Max, trying not to let them touch, knowing that the sensation of bare skin on bare skin would drive her crazy.

The feeling of Max's hands running the entire expanse of her back without the stupid obstruction of her bra made her sigh happily into Max's shoulder. The light scratch of Max's nails on her spine filled her with a confidence and she kissed along Max's prominent collarbone, moving further and further down her chest until her lips met the cotton of Max's bra. She placed a few kisses over it, taking a mental note how Max's chest shuddered with each one.

Filled with the desperate urge to feel sensitive skin under her lips as opposed to artificial cotton, Chloe brought her head back up to kiss Max as she slowly moved her bra strap down her shoulder. She tugged slightly at the cup of it too, pausing to allow Max plenty of time to say stop.

The command never came but Max's breath did quicken and Chloe took it as a go ahead. She dove in, kissing Max's neck as she finally lowered herself to lie close to the brunette. Chloe groaned lowly into the juncture of Max's neck and shoulder at the feeling of Max's warm skin on hers. Her bare chest brushed against Max's and as Max's back arched at the sensation, Chloe slid her hand underneath her to expertly unclasp her bra in one swift move.

"What the fuck?" Max complained as Chloe pulled the useless article from her shoulders, throwing it behind her with a flourish and a smug grin.

"I'm a ninja, what can I say?" Chloe said after stealing a glance at Max's newly exposed chest and feeling her heart increase tenfold with excitement and nerves.

"You're a dork is what you aaaah, my fucking god." Max trailed off in a breathy moan as Chloe's mouth descended on her. Chloe's smug smile didn't fade as she heard Max mutter out a string of curses with every swipe of her tongue, a particularly high pitched 'fuck' coming out as she grazed her teeth across her nipple.

Spurred on by the hand in her hair and the bucking of Max's hips, Chloe brought her thigh to press against Max, groaning at the feel of burning heat meeting her bare skin. She couldn't help the way her own hips moved at the sensation, her mouth leaving a sloppy path of desperate kisses before sinking her teeth into the straining muscle of her shoulder.

With all the sensations and newfound ground she was experiencing, Chloe forgot to be tentative when she dropped her hand onto Max's hip, clutching lustily at her skin before moving to grab her ass in an aid to get her to move against her.

Max tugged sharply at a fistful of blue hair as she breathed heavily in Chloe's ear. Chloe's head span with it all, her mind not quite knowing what to focus on, her body operating on autopilot as she felt Max rock her hips, pressing down firmly on Chloe's strong thigh. Chloe could simultaneously feel the warmth radiating onto her skin more than ever and absolutely not enough and she had to fight every urge that ran through her body not to replace her thigh for her hand.

She didn't, however, stop her hand from slipping underneath the last scrap of fabric on Max's body to grip at her bare ass, the heat of firm muscle under her fingers almost too much to handle. The whole situation was too much to handle, in fact, and it was only the feeling of Max dragging her up from her neck to kiss her, hot and heavy, that confirmed this was reality and not some fantastic dream.

"Chloe," Max panted, breaking their kiss and leaving Chloe searching for her until she opened her eyes and was met with dark blue ones looking back at her from underneath hooded lids. Max licked her swollen lips, her breath washing over Chloe's face in quick short pants. "I… I want, I mean… I need…" Max hesitated, every sentence she was trying to say dying in a nervous stutter.

Chloe smoothed a hand up her side, feeling the dip by her hipbones with her thumb as she went. She kissed Max fleetingly on the lips, the rest of her body stock still.

"What? What do you want?" Chloe asked, her hand lazily travelling over Max's skin as she searched Max's eyes for her answer. She watched Max take in a shuddering breath as her hand brushed over the small swell of her breast, repeating the motion another two times just to see Max's reaction. "Max? Please tell me." She pleaded, just wanting to know what was going on in her beautiful head.

Chloe watched as a blush spread on Max's already pink cheeks, her eyes dropping from Chloe's to her collarbones which she traced with her fingertips. Chloe didn't break her gaze, scanning Max's face intently.

"What do you want, Max?" Chloe asked again, leaning down to kiss her neck, deciding it had been too long since her lips were on her. She heard Max sigh in her ear. Then, in a whisper that Chloe almost mistook for another sigh, Max replied.

"I want you to touch me. Please."

The words were what Chloe had always wanted to hear but now that they had been spoken, she didn't quite know how to react, apart from increase the pace of her breathing dangerously, the shallow breaths of excitement making her head feel light. This was happening. Okay, yeah, this was totally happening.

With one last look into Max's eyes, searching for any semblance of trepidation only to find nothing but nervous excitement, she nodded, all words failing her as she detangled herself from the younger girl to stretch out beside her. She settled next to her and leant down to reassure her with a slow, soft kiss which Max instantly sunk into. Chloe's left hand ran over Max's flat stomach as their lips moved, her palm shaking as it moved across pale skin.

With a swipe of her tongue against Max's bottom lip, Chloe moved her hand further down until it met the resistance of elastic. Her whole body was buzzing with nervous energy; one more movement and everything would change. Mostly she was nervous because what if she wasn't everything Max deserved? She remembered her first time at 15. How it had been a few minutes of some senior from school lying atop her, moving his hips in a way that was anything but comfortable. It had hurt and she had stared at the ceiling the whole time, counting the seconds until he had rolled off her with a grunt. Then, he had smoked a cigarette with her and left her, feeling emptier than before. She didn't want Max to have that, something she would regret and never be able to change.

No, Max deserved the world. Deserved someone who loved her and would do everything possible to make her feel safe, comfortable and good. And no one loved Max Caulfield more than Chloe Price.

"Just tell me if you want me to stop." Chloe said, waiting for Max to nod before she moved her hand underneath the last barrier between them. She watched Max's face with fascination as her fingers brushed through the patch of coarse hair there, shaking with every millimetre as they moved closer to stifling warmth. Chloe lifted her fingers, the backs of them feeling the damp fabric of Max's underwear as they hovered above where they needed to be. Chloe waited, partly to give Max a chance to back out but mostly to prepare herself for what she had been wishing for, ever since she and Max had first kissed.

"I love you." Chloe said as she looked down at Max. Max smiled, her nerves plainly obvious in the way her lips curled and Chloe leant down to kiss her, her fingers finally closing the gap and pressing into hot wetness. Max broke the kiss with a gasp and Chloe didn't move her fingers, wanting to commit this moment to memory.

"Holy shit." Chloe got out, staring at Max as her fingers traced once through slick heat, making Max's hips jolt up reflexively.

"That's romantic." Max stuttered through heavy breaths, laughing a little at Chloe's dumbfounded look. Chloe chuckled, beginning to move her fingers in a steady, gentle circle.

"Sorry, I mean," She smiled dreamily, playing it up. "Holy shit." She breathed, earning a well deserved playful shove to her face from Max.

"Such a shit." Max shook her head before relaxing into the pillow, her eyes fluttering shut as Chloe's hand moved a hair faster against her. Not being able to resist the way Max's neck was stretched as she pushed her head further into the pillows, Chloe leant down and ran her tongue over sensitive skin. Max's hand flew to her hair and held her there, leaving Chloe to focus on the feeling of slippery softness under her fingers.

As she absentmindedly kissed Max's neck, her fingers took their time running over every inch of new skin, learning what parts would make her let out muffled whimpers or tug at her hair more than others. It was when they swiped the sensitive bundle of nerves that the reaction Chloe had been waiting for came; Max held onto a fistful of blue hair for dear life as she lowly moaned Chloe's name into her ear. Max had said Chloe's name millions of times in her 19 years of life but it had never sounded so incredible than when it spilt from her lips just then.

Riding on the momentum of the moment, Chloe repeated her motion, circling the sensitive nerves in a pattern that had Max spilling a constant stream of whimpers. Chloe pressed a kiss to her ear.

"You okay?" She asked, not helping when a certain level of smugness tainted her words.

"I'm… I'm good. I'm really, really good." Max replied, her words hurried by heavy breaths. The hand in Chloe's hair ghosted it's way across her shoulders, clutching on when Chloe dipped her fingers lower just to gather some more wetness before returning to their circular motion, harder and more sure than before.

This, Max wrapped around her, moaning and bucking into her hand as she bit Chloe's shoulder to muffle the noise, all combined with the feeling of Max's slick heat under her fingertips was all too much for Chloe to handle. It was everything she'd ever imagined it to be and then some and she wanted to experience it forever.

There were only two slight downsides. One, the elastic of Max's underwear was cutting into her wrist just a little and two, she was so fucking turned on she might explode.

She could only solve one, for now, she decided, withdrawing her hand from its place between Max's legs. Max whined a little at the loss and Chloe kissed her with an amused smile on her face. She was so cute. Chloe lifted herself up, clambering over Max gracelessly until she was kneeling between her legs.

She took a long moment to just drink in the sight before her. A nearly naked, very flushed Max, her chest still rising and falling with shallow breaths. The dim light of her lamp swathed her body in shadows but was enough for Chloe to see every inch of her, her eyes scanning every such inch with disbelief and wonderment that she was hers. Max was so fucking beautiful that it made her want to cry sometimes. Not that she could ever admit it. Her punk demeanor would never allow it.

"Stop staring at me like that." Max blushed, no malice in her words as she averted her eyes from Chloe's intense gaze. Chloe ran a hand over the milky skin of her thigh and shook her head.

"Never." She smiled, her hand reaching up further until her fingertips brushed against the wet spot soaking through Max's underwear. Even though it sparked a delicious reaction of Max's hips jolting upwards, Chloe's hand continued it's journey until her fingers hooked into the waistband. "Can I?"

Max nodded, biting her lip as Chloe's other hand came up and she pulled the underwear down gently. Max lifted her hips and, with trembling hands, Chloe pulled the soaked fabric down her legs and dropped it behind her onto the floor, leaving Max completely naked before her.

Before Chloe could even get a proper look, Max closed her legs, an apologetic and embarrassed look on her face. Chloe didn't mind though; she was just honoured that Max had trusted her enough to get to this point, they had all the time in the world to conquer Max's self-esteem issues, even if Chloe had to tell her every second of the day just how beautiful she was.

Chloe returned to her place stretched out beside Max, instantly leaning down to capture her lips in a kiss so slow and passionate, she surprised herself. Her hand reached up to cup Max's cheek, her thumb tracing a line across freckled skin. Max reached up to hold her wrist, her other hand weaving its way into the back of Chloe's hair and pulling her closer.

They kissed for a long while, the music on the speakers skipping back to the first track on the album. Had they really been at it long enough to go through the whole CD? Damn, Chloe thought as she dropped her hand from Max's cheek to drag it painfully slow down to her hip, brushing sensitive peaks and along ticklish sides as she went. She moved further, the feeling of moving her hand with no clothes whatsoever in the way making her insides clench with want.

Her fingers returned to the apex of Max's thighs, her breath coming out in a satisfied sigh when she found her wetter than before. Max moaned into her mouth as Chloe began to trace circles around her clit, the feeling of wetness coating her fingers intoxicating. She loved every noise she drew out of Max, particularly enjoying a high keen she could elicit by pressing into her at a certain angle with a bit more pressure.

Max broke the kiss after a while, her breathy gasps of pleasure stringing together in shorter intervals as Chloe's hand continued to work against her. It was when Max's hips started to buck sporadically into the air that Chloe realised that she was getting close and she fought the urge to move her fingers faster and push her over the edge, not wanting it to be over too soon.

She slowed her hands movements right down, laughing softly when Max buried her head in her shoulder with a disappointed groan. She kissed the side of her head, feeling the sweat that had begun to form there on her lips. The arm she was propped up on threatened to give out as Max pressed sloppy kisses along her collarbone, the feeling of teeth catching at thin skin enough to make her short circuit.

Max dipped her tongue into the hollow of Chloe's collarbone and the heat of it against her cool skin made Chloe exhale sharply. Her hand moved lower, fingers pausing at Max's entrance as she breathed heavily into Max's hair.

"Max, I want…" She panted, not able to concentrate as Max sucked at her skin and her hand came up to cover her breast. Chloe took another breath in, trying to compose herself before trying again. "Please let me fuck you. You're kind of driving me crazy here." Chloe groaned, Max's hand and mouth providing the ultimate barrier for her words. The second the words had left her mouth, Max ceased all her movements and as she withdrew slightly, Chloe panicked, regretting her word choice.

Max looked up at her with dark eyes and before Chloe could apologise, Max was capturing her lips in a desperate, messy kiss that left her head swimming and her heart pounding.

"I love you," Max said against Chloe's lips. "So much."

"I love you too," Chloe naturally replied, trying to keep up with the pace of kissing that Max was setting. Her fingers swiped through Max's wetness once more, making Max's breath hitch against her lips. "So, is that a yes, or…?" Chloe asked, still not sure what was going on in her best friend's head.

"Yes. Please. Yes." Max nodded, a kiss pressed to Chloe's lips between each word. The affirmation sparked a fire in Chloe and she tried her hardest not to whoop with ecstasy at the prospect of finally getting a home run with Maxine freakin' Caulfield. Chloe kissed her soundly, not even caring there was a stupid smile of glee on her lips.

"I'll go slow. If you wanna stop, we will, okay?" Chloe told her.

"Okay." Max affirmed. "Can you kiss me again?"

Chloe smiled. How was she _so _damn adorable? She leant down, kissing Max softly, hoping to kiss any fear away as her she lined her finger up. She took a moment to psych herself up, knowing that this was a huge moment for Max and that if she got it wrong then Max would have to remember it forever. A warm hand on her cheek returned her mind to the present. It was just Max. But also, it was _Max_.

Chloe took in a final steadying breath, letting it out as a groan as she sunk slowly into slick warmth that coated her finger. She heard and felt Max's whimper against her lips, stopping as she reached the knuckle in case it was a sound of discomfort. She stayed there for a long moment, letting Max get used to it, just kissing her. When Max's tongue edged into her mouth, she pushed her finger in all the way in a slow movement. Max broke away with a moan so loud that Chloe couldn't help but laugh.

"Sssh!" She laughed softly, watching Max clap a hand over her mouth in embarrassment. She kissed Max's fingers, coaxing Max out again. She kissed her lips once they were uncovered. "You okay?"

"Uh huh." Max blushed, leaning up to kiss Chloe again. "Are you?"

"I am _so _okay." Chloe nodded, withdrawing her finger slowly before sinking back in, revelling in the feeling of Max around her. "You feel amazing." She breathed, moving her finger out again and bringing it up to brush over the bundle of nerves before entering her slowly again.

Max bit her lip to prevent too loud of a moan coming out, Chloe watching her teeth bite down intently as she slowly pumped her finger in and out, the cool air of the room chilling the wetness of her finger every time she withdrew it. She felt her own breathing quicken at the sensation, dropping her head to kiss Max's neck just so she stopped staring quite so much.

She picked up her pace a little, causing Max's hand to grip onto her naked shoulder. Her nails dug in when Chloe brought the pad of her thumb up to rub clumsy circles across her clit. Chloe couldn't help but be impressed with her own coordination, especially given the distraction of Max's nails scratching across her shoulder blades as her staccato breaths spilled into her ear.

"Can you try another?" Max husked, lips pressing clumsily against Chloe's ear. Chloe drew back, her hand stilling in surprise.

"Are you sure?" She asked, looking with her eyebrows drawn together. "I don't want to hurt you."

Max cupped her cheek, bringing her down to kiss her softly. Chloe relaxed into it, her worries calmed enough for her hand to resume its motions. As she drew back, she brought her index finger to join her already wet middle finger, lining them both up. She looked Max in the eye.

"If I hurt you, just-"

"I know, I will." Max reassured, her hand smoothing Chloe's hair off her sweat dappled forehead. "I trust you."

The simple three word sentence brought a rush of emotion to Chloe's chest and she had to swallow tears down. Just the knowledge that Max felt safe with her, trusted her that much, made her feel gratified. She was simply glad that Max had someone she could trust to experience this with.

She didn't take her eyes off Max as she slid her fingers back into her, the resistance a little stronger now she was pushing two in. She watched Max's eyes clamp shut and her head fall back onto the pillow, still removing her eyes from her as she did. She watched every contortion of her face, going slower when her brow furrowed in discomfort and withdrawing when her jaw clenched in pain. With one final push, she finally had her fingers fully inside Max, not moving anywhere to let Max get adjusted to the feeling.

"Fuck," Chloe muttered, the feeling of Max around her fingers instantly placing first in the list of her favourite things she had experienced. She was warm and tight around Chloe's fingers, the wetness of her smearing against Chloe's palm. "You're so fucking hot." She said in disbelief as she pushed herself onto her knees.

She straddled Max's thigh, moaning gruffly at the contact between her legs. She put out her right hand by Max's head on the pillow, leaning on it as she began to move her left slowly inside her, curling her fingers gently. Max breathed a long sigh at the action, making Chloe repeat it before ducking down to capture Max's lips in a messy, wet kiss. Max reached up, her arms winding around Chloe's neck and situating themselves firmly in her hair as Chloe drew her fingers back.

She let Max get used to the feel of it, slowing when Max would ask her to in a murmured request against her lips. She rocked her own hips, selfishly needing some relief from the sky high levels of frustration she was feeling in the form of grinding onto Max's thigh. When she felt Max's hips move, she increased her pace, adding her thumb back into the mix, coaxing a sharp gasp from Max.

Chloe's long gentle strokes soon turned into quicker, more frantic ones as her kisses turned sloppier too until they eventually just became them breathing into each other's mouths where they were too distracted to kiss.

As Chloe curled her fingers with every stroke, she heard just how wet Max was and it made her clutch at the pillow beneath them at the arousal the noise sparked within her. She couldn't listen for long though, as Max's hand flew up to cover her ears. Chloe shook her head, shaking Max's hands from her ears, knowing she was doing it because she was embarrassed by the noise. She leant down to kiss her, the worried look on her face not one that she wanted to keep there.

Her fingers continued to move inside Max, the sound of her arousal still filling the air. Max tried to cover her ears again but Chloe leant away from her, dodging her hands.

"Stop," She chided Max, crooking her fingers in her and making her gasp. "It's really hot and I want to listen. Please." She all but begged as she looked down at Max. She doubled down on her efforts, moving faster and harder inside Max, her thumb moving in sporadic movements as her fingers worked inside her.

"Chloe," Max stuttered out, her arms wrapping around Chloe's neck and pulling her closer. "I think I'm… Can I…?" Max asked in breathy broken sentences. Chloe responded with a bruising kiss as she all out pounded into Max with her fingers, grinding onto Max's thigh as she moved her hips against Chloe's hand.

And then, with a high pitched moan against Chloe's lips and a sporadic jutting of her hips, Max seized up, her arms tightly gripping onto Chloe as she tightened around her fingers. Chloe felt her clench and changed the quick paced strokes of her fingers into long, deep ones to guide her through her orgasm, continuing to do so until Max collapsed back onto the bed, breathing heavily with her eyes screwed shut.

Gently, Chloe drew her fingers out of Max, making her shiver at the loss. She wiped her hand against the mattress, grateful that Max didn't see or she would almost definitely tell her off. Resisting the urge to take care of the burning desire between her legs, she leant forward and kissed Max gently on the cheek, leaving her forehead resting on Max's temple instead of withdrawing.

"Are you alive?" Chloe joked, pressing another kiss to Max's flushed, hot cheek. She laughed as felt Max shake her head. "Damn it, now I have to bury you? If I'd have known sex would be this much trouble…"

Max released her tight hold on Chloe's shoulders, allowing Chloe to lift up and lie back down next to her, her arm instantly draping across her naked body. She closed the small gap between them with a kiss to her sweaty forehead before moving back to lie her head on the same pillow, to stare into Max's eyes.

"Hey." Chloe smiled, the realisation of what just happened settling in her chest like the feeling of warm cocoa on a freezing winter evening. Max smiled back, her breathing just about evened out.

"Hi." She said, her hand tucking Chloe's hair behind her ear. "That was fucking amazing. Thank you." She smiled, the traces of tears touching her words. She leant forward and kissed Chloe gently.

"It really was. Hella fucking amazing." Chloe agreed, prompting a quiet laugh from Max. "We have to do that again. Every day until we're old as fuck and can't even walk without a cane." She nodded enthusiastically, just wanting to hear Max keep laughing.

"You're such a dork." Max said, her fingers tracing across Chloe's cheek as she smiled at her. Chloe grinned back, her hand on Max's back moving quickly down to playfully grab her butt, making Max jump with a small yelp.

"Now who's the dork?" Chloe goaded, a quirk of her eyebrows a challenge to Max to do something about it. She was caught off guard when Max threw herself forward, kissing her with enough force to knock her onto her back. Max didn't hesitate, her lips on Chloe's again, kissing all remaining sense out of her and replacing it with burning hot desire.

She pushed Max back slightly as she felt the younger girl's hand begin to journey downward, it stopping at the start of Chloe's rib cage when Chloe pushed her.

"Max, it's fine, I'm not expecting you to-" She began, guessing that Max probably thought that she would be pissed if she didn't return the favour.

"I want to." Max interrupted, a nervous blush on her cheeks. "I want to try."

Chloe watched her for a moment, ensuring that she wasn't lying and that she was only doing this because she wanted to. She nodded, her heartbeat increasing at the thought of it.

"Okay, yeah. Shit, okay." Chloe nodded, a dumb excited smile on her face as Max smiled back. "Holy shit, okay." She repeated, not able to get her brain to think of anymore words. Max giggled at Chloe's dumbstruck rambling, moving in to stop her verbal diarrhea by kissing her, her hand continuing its journey from earlier.

Chloe clutched at the sheet below her hand when Max ran her fingers along the juncture of her thigh and hip, not surprised when they paused there and tapped an uncertain rhythm. Chloe knew that Max was nervous and decided to help her out, lifting her own hips and pulling her own underwear down with the one hand she had free. It got caught around her knees and she broke the kiss to look down and figure out how to solve it.

It turns out the solution was Max, as her hand came to help her pull it over her knees and drop it to the floor, leaving Chloe naked and kind of bordering on desperate as Max stared over every inch of her, her eyes staying focused downward for a long moment before Chloe was reaching her hand up to Max's chin and tilting her head back up to meet her eyes.

Max leant in instantly, kissing Chloe as she dropped her hand back to her hip. Chloe moved her hips slightly up reflexively, so turned on that she was fairly certain that just Max's hand being near her was enough to tip her over the edge. Max wasn't moving though, her breathing uneven against Chloe's lips and Chloe could tell she was nervous.

"Here," Chloe whispered, gently taking Max's hand with hers and moving it the last few inches. "Let me show you."

She felt Max nod, kissing her reassuringly as she covered her hand with her own. She began to move her fingers on top of Max's in a slow circular motion over her clit in the way she knew she liked, the moan the sensation prompted spilling out in between kisses. She repeated the action a few times before lifting her hand from Max's. When Max did it unaided, Chloe had to stop kissing her to throw her head back against the pillow, the sensation of Max finally touching her a euphoric feeling that nearly stopped her heart from beating.

"Hoooooly shit." She drawled out as Max moved her fingers against her. As she stared at the ceiling, breathing heavily, she wondered how it was possible to feel this incredible. Max leaned down to kiss her neck and the hand that Chloe was no longer using flew up to tangle in tousled brown hair. She pressed a clumsy kiss to her head as she bucked her hips into Max's hand when she pressed her fingers to her just right.

"That felt good," Chloe said, her breathing more uneven than when she chain smoked five cigarettes. Max hummed her acknowledgment into her skin, repeating the motion over and over again. Chloe moaned, feeling the beginning tendrils of her release begin to settle in her stomach.

She gently tugged on Max's hair, pulling her face to face with her and kissing her quickly.

"Can you go faster? I'm pretty close." She asked, trying to portray her desperation in her eyes so that Max would oblige. Max nodded dumbly, her fingers moving quicker in a pattern that had Chloe's hips moving wildly as she felt herself being pushed closer to the precipice. "Yeah, just like that, fuck." She groaned.

Max leaned down and sank her teeth into Chloe's neck, making Chloe scrabble pathetically at her bare back, accidentally scratching too hard at her with her nails. She heard the hiss of pain come from Max and mumbled an apology but didn't stop as she felt Max's hand move more aggressively against her. It made the coil in her stomach tighten, ready to spring apart and she gripped tight onto Max's hair as she bucked her hips up one final time.

With a string of expletives, punctuated with a half shout of Max's name, Chloe came apart, her whole body lighting up like fireworks as a white hot heat spread through her. It rolled across her relentlessly as Max's hand didn't stop and no matter how amazing it felt, she needed it to stop before she passed out.

"Okay, okay, okay." She rushed, reaching down to grab Max's wrist, the younger girl stopping her movements immediately and sitting up, a worried look painted on her features. Chloe craned her neck, catching Max in a final hot and heavy kiss as she removed Max's hand from between her legs, dropping it on her hip.

Chloe broke the kiss with a gasp of air as she tried to catch her breath, collapsing into the mattress in an exhausted heap as every part of her enjoyed the blissful feeling that coursed through her. She held an arm out, looking at Max in invitation. Max smiled and quickly settled into her side, her head resting against Chloe's heaving chest.

"Your heart is beating so quick." Max said, the palm of her right hand resting on Chloe's chest.

"I wonder why?" Chloe laughed breathlessly, the hand at Max's back coming up to stroke through her hair. "That was seriously fucking great. Jesus."

"It's Max, actually."

"Smart ass."

Max laughed, settling further into Chloe's side. Chloe dropped a kiss atop her head and then they were lying there, not saying a word, just content to be in each other's company. After all, moments like this, where they were quiet and content in each other's company, were Chloe's favourites. Maybe just below hot monkey sex, as she had recently discovered.

"I'm tired." Chloe heard Max sleepily say from her chest. Chloe craned her head to look at the alarm clock on her dresser, the display reading 01:36. She kicked the duvet up in the air, grabbing it and dragging it over them, fussing over it until it was tucked into all the right places.

"Get some sleep, SuperMax." She said, stroking her hand through her hair. She felt Max sigh against her skin, just as she always did when they were falling asleep together. Chloe reached for the remote and turned off the stereo, the room falling silent, save for their breathing and the clank of Chloe's ancient radiator.

Chloe lay there for a while, her fingers playing with strands of brown hair as she stared at the ceiling in disbelief, trying to process the night's events. She lay there for so long, she was surprised when Max pressed a kiss to her shoulder.

"Chloe?" Max murmured, her voice groggy where she was beginning to fall asleep.

"Yeah?"

"I'm glad it was you." Max sighed, throwing an arm over Chloe's body and shuffling as close as possible into Chloe's side. Chloe felt a rush of emotion and couldn't stop the tears that clouded her eyes; she loved Max so fucking much and had made her first time everything hers never was and that was all that mattered.

"Me too, baby." She whispered, kissing her head twice before resting her forehead there and letting her tears drop silently from her eyes. "Me too."

...

Oof, there we go. Smut with the trademark cheesy fluff I so love to write.

Points to anyone who can identify the hidden reference to my other favourite video game and my other favourite pairing!

Hope you enjoyed :)


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